UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Emerging growth company ☐
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Item 8.01 Other Events.
Approval of Share Repurchase Program
On November 7, 2025, Itron, Inc.'s (Itron) Board of Directors authorized a new share repurchase program of up to $250 million of Itron's common stock over an 18-month period, effective November 10, 2025. Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
From November 3 through November 6, 2025, Itron repurchased 942,577 shares of its common stock for a total of $100 million, fully utilizing the authorized capacity under its prior repurchase program, which was effective for 18 months beginning September 19, 2024.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ITRON, INC. | |||||||||||
| By: | /s/ JOAN S. HOOPER | ||||||||||
| Dated: November 10, 2025 | Joan S. Hooper | ||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||